RETURN
TO:

    PREPARED BY:

    Jack
B. Owen, Jr., P.A.

    4500
PGA Blvd., Ste. 304-B

    Palm
Beach Gardens, FL 33418

    File
#S09-909

    


    ASSIGNMENT
OF RENTS AND LEASES

    


    THIS ASSIGNMENT, made December 11, 2009, by CITY NATIONAL BANK OF FLORIDA, a
Florida corporation; f/k/a CITY NATIONAL BANK OF MIAMI, a Florida banking
corporation as Trustee under its Land Trust #5003471 dated January 1, 1979 and
FLORIDA GAMING CENTERS, INC., a Florida corporation, whose address is
3500 NW 37th Avenue,
Miami, FL 33142 (herein collectively referred to as ”Assignor"), to NURMI PROPERTIES, LLC, a Delaware
limited liability company, whose address is P. O. Box 247, Tuscumbia, AL 35674,
and ROBINETTE INVESTMENTS, LLC, a Florida limited liability company,
whose address is 4500
PGA Blvd., Ste. 304-B, Palm Beach Gardens, FL 33418, (collectively
referred to as "Assignee").

    


    BACKGROUND

    


    A.           Assignor
is the owner of a fee simple interest in certain real property located in MIAMI-DADE County, Florida,
and described as follows (the "Property"):

    


    SEE
ATTACHED EXHIBIT “A”

    


    B.           
This Assignment is made as additional security for the payment of a certain note
of even date herewith made by Assignor to Assignee in the original principal sum
of FIVE HUNDRED THOUSAND and
00/100 Dollars  (U.S. $500,000.00) (the "Note") and the
performance by Assignor of its obligations under a certain Mortgage and Security
Agreement of even date herewith from Assignor to Assignee, given to secure
payment of the Note and covering the Property, and various other security
documents, (all such security documents along with the Mortgage and Security
Agreement are hereinafter collectively called the "Mortgage").

    


    TERMS
OF AGREEMENT

    


    NOW, THEREFORE, in order to further
secure the Note and in consideration of One Dollar ($1.00) paid by Assignee to
Assignor, the receipt and sufficiency of which is hereby acknowledged, Assignor
hereby conveys, transfers and assigns unto Assignee, its successors and assigns,
all the rights, interest and privileges, (a) which Assignor as lessor has and
may have in the leases (oral or written) or any use or occupancy agreements now
existing or hereafter

    


    made and
affecting the Property or any part thereof, as such leases or other agreements
may have been, or may from time to time be hereafter, modified, extended and
renewed, with all deposits, rents, income and profits due and becoming due
therefrom, and (b) which Assignor has and may have by virtue of any guaranty or
surety agreement with respect to the tenants' obligations under any of such or
may from time to time be hereafter modified and extended.  Assignor
will, on request of Assignee, execute assignments of any future leases affecting
any part of the Property and assignments of any guaranties or surety agreements
made in connection therewith.

    


    
      	
              1.

            	
              This
      assignment shall secure the Note and the Mortgage as they may, from time
      to time be hereafter modified, extended and renewed, and shall be security
      for all increases, extensions, amendments or modifications of the Note and
      mortgage, and all additional loans made hereafter, if any, by Assignee to
      Assignor or its successors and assigns and secured by the
      Property.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              2.

            	
              The
      acceptance of this assignment and the collection of rents or the payments
      under the leases or any sums under the guaranties or surety agreements
      hereby assigned shall not constitute a waiver of any rights of Assignee
      under the terms of the Note and Mortgage.  It is expressly
      understood and agreed by the parties hereto that before a default or an
      event of default occurs under the terms of such Note and Mortgage,
      Assignor shall have the right to collect such rents, income and profits
      from the aforementioned leases, guaranties and surety agreements and to
      retain, use and enjoy the same; provided, however, that even before a
      default or an event of default occurs, no rents more than two months in
      advance shall be collected or accepted without the prior written consent
      of Assignee.

            


    

    


    
      	
              3.

            	
              Anything
      herein to the contrary notwithstanding, Assignor hereby assigns to
      Assignee any award made hereafter to it in any court procedure involving
      any of the lessees in any bankruptcy, insolvency, or reorganization
      proceedings in any state or Federal court, and any and all payments made
      by lessees in lieu of rent.  Assignor hereby appoints Assignee
      as its irrevocable attorney-in-fact to appear in any action and/or to
      collect any such award or payment.

            


    

    


    
      	
              4.

            	
              Assignor,
      in the event of a default or any event of default as set forth in the Note
      or Mortgage hereby authorizes Assignee, at its option, to enter and take
      possession of the Property and to manage and operate the same, to collect
      all or any rents accruing therefrom and from such leases, to collect all
      or any sums due or becoming due under such guaranties and surety
      agreements, to let or re-let the Property or any part thereof, to cancel
      and modify leases, guaranties and surety agreements, evict tenants, bring
      or defend any suits in connection with the possession of the Property in
      its own name or Assignor's name, make repairs as Assignee deems
      appropriate, and perform such other acts in connection with the management
      and operation of the Property as Assignee, in its discretion, may deem
      proper.

            


    

    


    
      	
              5.

            	
              The
      receipt by Assignee of any rents, issues or profits pursuant to this
      instrument after the institution of foreclosure or sale proceedings under
      the Mortgage shall not cure such default or affect such proceedings or any
      sale pursuant thereto.

            


    

    


    
      	
              6.

            	
              Assignee
      shall not be obligated to perform or discharge any obligation or duty to
      be performed or discharged by Assignor under any of such leases or other
      agreements, and Assignor hereby agrees to indemnify Assignee for, and to
      save it harmless from, any and all liability arising from any of such
      leases, or other agreement, guaranties, surety agreements or from this
      assignment, and this assignment shall not place responsibility for the
      control, care, management or repair of the Property upon Assignee, or make
      Assignee responsible or liable for any negligence in the management,
      operation, upkeep, repair or control of the Property resulting in loss or
      injury or death to any tenant, licensee, employee or other
      person.

            


    

    


    
      	
              7.

            	
              Assignor
      covenants and represents that Assignor has title to, and full right to
      assign such leases, or other agreements, guaranties, surety agreements and
      the rents, income and profits due or to become due thereunder; that the
      terms of such leases, or other agreements, guaranties and surety
      agreements have not been changed from the terms in the copies of such
      leases, guaranties and surety agreements submitted
  to

            


    

    


    
      	
               
      

            	
              Assignee
      for approval; that no other assignment of any interest therein has been
      made, except to Freedom Financial Corporation or as otherwise set forth
      herein; that there are no existing defaults under the provisions thereof,
      and that Assignor will not hereafter cancel, surrender or terminate any of
      such leases, guaranties or surety agreements, exercise any option which
      might lead to such termination, or materially change, alter or modify
      them, or consent to the release of any party liable thereunder or to the
      assignment of the lessees' interests under such leases, other agreements
      or guaranties or surety agreements without the prior written consent of
      Assignee.

            


    

    


    
      	
              8.

            	
              Assignor
      hereby authorizes Assignee to give notice in writing of this assignment at
      any time to any tenant under any of such leases and to any guarantor of
      such leases.

            


    

    


    
      	
              9.

            	
              Violation
      of any of the covenants, representations and provisions contained herein
      by Assignor shall be deemed a default under the terms of the Note and
      Mortgage.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              Default
      by Assignor under any of the terms of the leases assigned herein shall be
      deemed a default hereunder and under the terms of the Note and
      Mortgage.  Any expenditures made by Assignee in curing such a
      default on Assignor's behalf, with interest thereon at the rate payable
      upon default under the Note, shall become part of the debt secured by this
      assignment, provided, however, that Assignee shall have no obligation to
      make any expenditures or cure any
defaults.

            


    

    


    
      	
              11.

            	
              The
      full performance of the Mortgage and the duly recorded satisfaction of the
      Mortgage or release of the Mortgage from the Property described therein
      shall render this assignment automatically void with respect to the
      Property or portion thereof described in any such satisfaction or
      release.

            


    

    


    
      	
              12.

            	
              The
      net proceeds collected by Assignee, after reimbursement of expenses
      incurred by Assignee, under the terms of this instrument shall be applied
      in reduction of the entire indebtedness from time to time outstanding and
      secured by the Mortgage.

            


    

    


    
      	
              13.

            	
              Notwithstanding
      any provision herein to the contrary, this Assignment of Rents and Leases
      is intended to be an absolute assignment from Assignor to Assignee and not
      merely the granting of a security interest.  The rents and
      leases are hereby assigned absolutely by Assignor to Assignee;
      nevertheless, Assignor shall have the right to continue to collect and
      retain the rents for its own account until the occurrence of a default or
      an event of default under the Note or Mortgage, or
  both.

            


    

    


    
      	
              14.

            	
              This
      assignment applies to and binds the parties hereto and their respective
      heirs, administrators, executors, successors and assigns, as well as any
      subsequent owner of the Property and any Assignee of the Mortgage referred
      to herein.

            


    

    


    
      	
              15.

            	
              In
      the event Assignee retains an attorney to enforce any of its rights
      hereunder, Assignor will pay all of the reasonable attorneys' fees and
      costs incurred by Assignee in connection with the enforcement of its
      rights hereunder whether or not suit is
brought.

            


    

    


    
      	
              16.

            	
              This
      Assignment of Rents and Leases shall be governed by and construed
      according to the laws of the State of
Florida.

            


    

    


    
      	
              17.

            	
              Assignor
      and Assignee hereby waive any and all right to a trial by jury which
      either or both of them may have with respect to any claims arising out of
      this Assignment.

            


    

    


    IN WITNESS WHEREOF, Assignor has duly
executed this assignment the day and year first above written.

    


    
      	
              Signed,
      Sealed, and Delivered

            
	
              in
      the presence of:

            


    

    


    
      	 
      	
              CITY
      NATIONAL BANK OF FLORIDA, a

            
	 
      	
              Florida
      banking corporation as Trustee

            
	 
      	
              under
      its Land Trust #5003471, dated

            
	 
      	
              January
      1, 1979

            


    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                      

                                  	 	
                                    By:

                                  	
                                     

                                  	 (Seal) 
	
                                    First
      Witness Signature

                                  	 	 
      	Name:
      	
                                     

                                  	 
	 
      	 	 
      	Title: 	
                                     

                                  	 
	
                                      

                                  	 	 
      	 
      	 
	
                                    (Printed
      Name)

                                  	 	 
      	 
      	 
	 
      	 	 
      	 
      	 
	
                                      

                                  	 	 
      	
                                    FLORIDA
      GAMING CENTERS, INC., a Florida

                                  	 
	
                                    Second
      Witness Signature

                                  	 	 
      	
                                    corporation

                                  	 
	 
      	 	 
      	 
      	 
	
                                      

                                  	 	
                                    By:

                                  	
                                      

                                  	  
	
                                    (Printed
      Name)

                                  	 	 
      	
                                    W.
      BENNETT COLLETT, CEO

                                  	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    *          *          *          *          *

    


    
      
        
          
            
              	
                      STATE
      OF

                    	 
      	
                      §

                    
	 
      	
                      §

                    
	
                      COUNTY
      OF

                    	 
      	
                      §

                    


            

          

        

      

    

    


    The foregoing instrument was
acknowledged before me this ____ day of ____________ 2009, by _________________________, as
______________________ of CITY NATIONAL BANK OF FLORIDA, a
Florida banking corporation as Trustee under its Land Trust #5003471, dated
January 1, 1979, who is personally known to me or who produced
_______________________ as identification and who did not take an
oath.

    


    WITNESS MY HAND AND OFFICIAL SEAL OF
OFFICE.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	 
      
	
                                    Notary
      Public

                                  	 
      
	
                                    Printed
      Name:

                                  	 
      	
                                    (SEAL)

                                  
	
                                    Commission
      Expires:

                                  	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    *          *          *          *          *

    


    
      
        
          
            
              
                
                  
                    	
                            STATE
      OF

                          	 
      	
                            §

                          
	 
      	
                            §

                          
	
                            COUNTY
      OF

                          	 
      	
                            §

                          


                  

                

              

            

          

        

      

    

    


    The foregoing instrument was
acknowledged before me this ____ day of ____________ 2009, by W. BENNETT COLLETT, as CEO of
FLORIDA GAMING CENTERS,
INC., a Florida corporation, who is personally known to me or who
produced _______________________ as identification and who did not take an
oath.

    


    WITNESS MY HAND AND OFFICIAL SEAL OF
OFFICE.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	 
      
	
                                      Notary
      Public

                                    	 
      
	
                                      Printed
      Name:

                                    	 
      	
                                      (SEAL)

                                    
	
                                      Commission
      Expires:

                                    	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        4